We're Made Out Of Blood And Rust
by spentnights
Summary: Blair Waldorf has lived a lifetime of regrets and what-ifs. She doesn't want to wonder anymore. She wants to know that everything she does is okay. But mostly, she just wants to live.
1. Chapter 1

We're Made Out of Blood and Rust, Looking For Someone To Trust

Part one.

Disclaimer: I don't own the characters or the show. The title comes from Honey and the Moon by Joseph Arthur.

Summary: Blair Waldorf has lived a lifetime of regrets and what-ifs. She doesn't want to wonder anymore. She wants to know that everything she does is okay. But mostly, she just wants to live.

A/N: This just sort of came to me, out of nowhere. This is part one of four; mainly Blair/Carter, with hints of Chuck/Blair. Please read and review. I've only ever written a few fanfictions, so please don't be too hard on me.

* * *

_Non, je ne regrette rien._

Blair Waldorf has lived a lifetime of regrets and what-ifs. She doesn't want to wonder anymore. She wants to know that everything she does is okay.

But mostly, she just wants to live.

* * *

It goes something like this:

Nate is her first love. Chuck is her first time.

Carter is her first crush.

* * *

Blair Waldorf is ten-going-on-eleven the first time she meets Carter Baizen. He and his parents are invited to one of the annual Waldorf Christmas soirées; in hopes to curry favour of course, for a party is never just a party on the Upper East Side.

Sitting in her pretty red dress – bought just for the occasion, thank you very much – Eleanor tells her that she must behave and to be the 'little princess she knows is in there somewhere'. Her mother tells her that the Baizens are very important potential partners to her father, and that she should be nice to the their son.

Blair doesn't understand why she has to be nice to this Baizen character, let alone spend time with him. Besides, Carter is approximately four years older than her so it's not like he really cares what she thinks or does.

She doesn't want to disappoint her mother _(yet again)_ or give her father a reason to no longer adore her _(never)_, but Blair doesn't want to spend the party talking to a fourteen-year-old who she certainly does not want to befriend. She wants to spend this party with her best friends. Nate may be oblivious, Chuck may be heinous, and Serena may steal all the shine from Blair's light, but that doesn't mean she loves them any less.

Who needs a Baizen when you already have an Archibald, a Bass, and a van der Woodsen?

But when Carter walks out of the elevator and into the Waldorf penthouse, Blair forgets who Nate Archibald is.

Carter Baizen is the perfect combination of Nate and Chuck: he has the Bass charm and the smirk, and Chuck's bad boy good looks; he has good manners and a good family and baby blues like Nate. He is polite like Nate and rude like Chuck.

But Carter is all his own. He is everything she knows and he is everything she does not know. He is everything she wants and he is everything she does not want. He is everything she loves and he is everything she detests.

He is _Carter Baizen_,and he doesn't let anyone forget it.

There are only a few things Blair Waldorf really knows throughout the course of her life.

One: She knows that she loves Nate –

_Always has, always will. _

– but that doesn't mean she can't like someone else.

She thinks that maybe she shouldn't like Carter; because when you love someone you're supposed to give your entire heart to them, right?

Her feelings are futile in the end, anyway, because Carter notices Serena; and despite being only eleven Serena is already the star of the show.

Two: No matter what she does, the boy will never love her the most.

Serena doesn't really notice Carter. He is just another boy to string along – a high-school boy, no less – on her long list of admirers.

Nate and Chuck are both mesmerized by him and his tales of debauchery. He becomes their aspiration, Serena's love interest and Blair's enemy.

Blair Waldorf always gets her way, and Carter Baizen is no exception.

Someday he will disappoint everyone, she will make sure of it.

If she can't have him, then her best friends can't either.

* * *

Little Blair Waldorf grows up.

But Serena van der Woodsen grows up faster.

All the boys at school love her – seniors, juniors, _Nate_ – and Blair is left in the shadows once again.

Carter loves her, too. Blair knows that Serena slept with him (maybe even loves him or likes him – it's not like there is a difference to Serena) but they both pretend that it means nothing to either of them.

Three: Carter Baizen is just one thing on a long list of what Serena van der Woodsen has taken from Blair Waldorf.

He doesn't hurt the most, but he doesn't hurt the least.

* * *

Four: Serena is no longer a star; she is a comet: dangerously beautiful, burning brightly, out of control, destroying everything in her path.

Someday Serena will crash and burn and Blair will watch her life go up in flames.

Blair tells herself she'll still love her and protect her, but in her heart she wonders if that's really true.

* * *

Five: Blair Waldorf is always right.

Serena crashes and burns.

She fucks Nate and kills Pete, so she runs away and leaves behind a lifetime of regrets, mistakes, and memories.

Blair pretends not to miss her, and takes her place on the throne where she knows she belongs. She rules with an iron fist and an acid tongue. She makes people fear her, not love her. Blair rules with her head and not with her heart.

(That is just one difference between her and Serena)

She has Nate, but she wants more. She wants what is supposed to be hers. If she has to take out a few people to get it then she will do it, because she has wanted this for so long that she is never giving it up.

Not for Nate or Chuck, and especially not Serena.

Six: Blair is the rightful queen and everyone should know.

* * *

By the time Serena flees, Carter has already graduated.

(Blair thinks it's a shame that he left before her coronation because maybe then he would have really seen her. Not that she really cares, though, because she has Nate)

He has already denied his future and his name. He has already traded in his trust fund for a plane ticket and travelled the world on his own terms.

Chuck doesn't aspire to be Carter anymore, but Nate still does.

Two out of three isn't so bad, but Blair is always up for the challenge.

And when Carter returns and disappoints each of her best friends every time, she relishes in her victory alone.

* * *

Serena returns when Blair's life is finally becoming normal again, and in her wake she leaves yet another trail of destruction behind.

Blair pretends it doesn't hurt that she is never number one, even when Serena is so full of mistakes. She pretends that Serena cannot have what used to be hers, when she knows that she could have it all with a single hair toss.

Serena is flawed and easy-going and everyone loves her. Blair is perfect and hard working and everyone fears her.

(Some things just don't make sense)

Serena took Nate away, but Blair took him back because he is hers. His heart may be elsewhere, but hers is on his sleeve.

Seven: She forgives Serena and Nate and her father and everyone else who has and will betray her because she needs at least someone to love her.

Blair Waldorf has always wanted to be someone and she has always wanted her life to be perfect. So she lies and manipulates and molds everything into the shape she wants it to be. And when the dream cracks and falters, she denies.

So what if her father left her for a male model? So what if her best friend ran away without saying goodbye? So what if her boyfriend doesn't really love her? Her life is and will be perfect.

Eight: She is Blair Waldorf and she will pretend until she gets her way.

* * *

Years pass by. Mistakes are made, memories are created, lies are told, secrets come forth.

The Non-Judging Breakfast Club grows up and ages, but never grows wiser.

Nine: Blair forgives the people who hurt her most – over and over – because despite her best efforts, she has always been weak when it came to the people she loves.

Blair stops loving Nate, she starts loving Chuck, and she is always jealous of Serena.

Blair spends almost sixteen years loving Nate Archibald, three years on a roller coaster of emotions with Chuck Bass, and a lifetime of living in Serena van der Woodsen's shadow.

By the end of it, she is tired and just wants to be by herself.

* * *

The last time she spent the summer in Paris she was with her best friend. It was the summer after her freshmen year of college and after her heartbreak with Chuck. That summer Blair just wanted to forget and move on.

Ten: Chuck Bass will never let her move on.

She and Chuck get back together months after she returns from Paris and he leaves his French fling. She forgives and tries to forget because, truthfully, she doesn't think she can live without Chuck Bass. And she knows he knows that, too.

She loves Chuck and she always will. She wants to be with him and make their relationship work more than she has wanted anything in her life.

But apparently that is not what he wants.

They break up eighteen times over the next two years.

Usually it is over some stupid, petty fight that barely lasts a day. Sometimes it is longer, lasting several days to more than a week. But in the end, they always returned to each other.

She forgives him for everything because she is more afraid of losing Chuck than she is of being unhappy.

But the last time is not so easily resolved.

She finishes her junior year at Columbia, top of her class, the perfect student. She has a doting boyfriend, who – despite everything that could prove otherwise – loves her. She has a best friend who is bright and pretty and flawed, but who loves her unconditionally. She has Nate Archibald, who may be her first love and ex-boyfriend, but he will always be there for her.

She is beautiful and wealthy and intelligent, and she has everything she is supposed to want.

But she is not happy.

She is not happy when she realizes all her ambition and drive is going to waste because she still doesn't know what she is going to do after university. She is not happy when Serena takes her shine away time after time. She is not happy when she purges after almost every meal.

And she is most definitely not happy when she finds the person she loves more than anything betraying her with his secretary.

Eleven: Blair Waldorf is not happy and she wonders if she ever will be.

* * *

Part two to come. There will plenty of Carter/Blair in the next few parts.

Please comment and review, if you like. Thank you for reading.


	2. Chapter 2

We're Made Out of Blood and Rust, Looking For Someone to Trust (part two)

Disclaimer: I don't own the characters or Gossip Girl. The title comes from Honey and the Moon by Joseph Arthur.

(A/N: Part two. Carter Baizen will be making his first appearance in this part. Hope you enjoy, and please comment - it makes me happy)

* * *

The summer before her senior year at Columbia she goes to Paris. Blair has always loved Paris, and every time she visits she never wants to leave.

This time she is not there to visit Daddy or to take in the sights or to go shopping. Once again, she is nursing a broken heart.

(Blair would find it ironic that she always comes to the so-called City of Love alone and broken-hearted and without a boy who loves her if it didn't break her heart even more)

Chuck apologized for his mistake countless times and in countless ways, but Blair is too tired to care. It's not the first time he has cheated, she knows; she's found the remnants of his indiscretions before: the lipstick on his collars and the scent of perfume that isn't hers on his clothes. She knew the truth and she pretended – like she always does – that it didn't exist. She had brought all of this on herself because she is too afraid of losing the person who knows her best.

Blair doesn't care that he's sorry; she doesn't care that he still loves her. She doesn't want to care about Chuck Bass or anyone else anymore.

She has spent her whole life trying to please everyone: her mother, her father, Nate, Serena, Chuck. She can't keep trying to be someone just to make them happy.

She wants to care about herself from now on.

So she packs her bags and books a hotel and takes a flight to Paris. She will channel Audrey for a summer before she returns to take Manhattan by storm once again.

She calls Serena and tells her she needs a few months to be by herself. Blair knows that if anyone understands what she needs, it is her golden-haired best friend.

She tells her parents she will be spending the summer in Paris, and she promises to visit them as much as possible.

She visits Nate before she goes and he tells her he will always be there for her, no matter what. Blair knows he is telling the truth because Nate has never been a good liar. Nate Archibald's cluelessness and transparency has become the one stable component throughout her life, but Blair doesn't mind.

She doesn't call Chuck but she knows she will see him soon.

* * *

She's in Paris for less than twenty-four hours before he shows up at her hotel room. She knew he would come and she knows she should stop him, but she is still too weak to try. He may be the reason her heart is aching and she fled New York to move on from him, but that doesn't make her love him any less.

He looks so broken when she answers the door that she almost gives up on her idea of being alone. The largest part of her heart wants to forgive him and love him and take him back and keep pretending.

But she uses her head – not her heart – like the queen she still is.

She doesn't give in, but she invites him in and lets him sit on the bed next to her. Blair figures he at least deserves that.

"I just need to be alone for a while," she tells him.

"I love you," he swears and she knows it's the truth. She couldn't always tell when Chuck was lying, but she could always tell when he was being sincere.

"I know," she promises, "but I can't do this right now. I can't be with you until I figure out who I am."

She needs to be her own person for once instead of being someone else's.

He stares at her and he starts to tell her who she is, that she is everything to him and that he doesn't want anyone but her and –

But she stops him with a kiss.

It is soft and slow and deliberate and it feels like the end because it is supposed to.

She moves her hand to his face as he closes his eyes and she wonders if he is trying to stop tears like the ones now flowing freely down her face.

When he opens his eyes she knows that the brokenness there is reflected in her own.

They stay like that for what feels like hours: their eyes locked, her hand on his face, his arm around her waist as they sit closely on the silk sheets of her rented bed.

It is him who moves away from her. He stands up and tells her he won't try to contact her at all that summer.

"But that doesn't mean I won't have you watched," he promises.

She laughs because this is the boy she fell in love with.

"Maybe in the future?" She whispers it like a promise, mirroring the one he made to her so long ago.

Their hands are clasped together, the tears are falling, and it is just like that moment all those years ago except now that future has gone to waste.

(And in the deep recesses of their hearts they both know that that future is gone)

He nods and she sees the small smirk playing on his lips as he lowers his head. She walks him to the door, where they stand for a few moments, staring at each other as if it is the last time.

And maybe it is. Because maybe the future they once had is really, truly gone. But she doesn't want to admit it.

Twelve: Neither Blair Waldorf nor Chuck Bass will ever admit that they will ever end.

"I really am sorry, Waldorf."

"I know, Bass."

She kisses him and he promises eternal love.

"I will always love you."

(It is not _three words, eight letters_ anymore because this is definitive. This could be the final end of _Chuck and Blair, Blair and Chuck_)

_Maybe that's the problem_, she thinks, but it doesn't stop her from professing the love she will always have for him.

"I love you, Chuck Bass. Always have, always will."

It's a different boy now, but it still means the same thing.

There's a ghost of a smile on his lips when he walks away. He doesn't look back, and she is glad. When she shuts the door, she promises herself that she will not cry.

Thirteen: Blair Waldorf was never very good at keeping her own promises.

* * *

Blair isn't even twenty-two, but she feels as if she has lived lifetimes. She doesn't know when she stopped being young and started feeling so old.

Blair decides that she is in Paris and it is about time she started acting her age. It is time she sees Paris the way the Serena's of the world see it.

She goes to Parisian clubs at night, stays out as late as she wants and doesn't worry about the circles under her eyes the next morning. She drinks and dances and flirts with French boys who she has no intention of calling. She wears high heels and short dresses and rides mopeds around the city without worrying about her hair.

She watches Godard films and wears her makeup like Bardot. She goes to quaint cafes and drinks coffee and smokes cigarettes behind black sunglasses. She reads Flaubert, Dumas, and Sand. She listens to Edith Piaf and pretends she is Audrey in _Funnyface_ and _Sabrina_.

She is not Holly Golighty here. In Paris she is Sabrina Fairchild: a young girl who runs away to Paris to escape her life of heartbreak due to a rich playboy.

(Blair always pretended to loathe the character of David in _Sabrina_ because she was supposed to love the honest, hard-working Linus's of the world. But Blair also pretended that Sabrina – a girl torn between two brothers – was nothing like her. But in reality, she is just like Sabrina. Replace the brothers with best friends, the Larabees with Basses, and _La Vie En Rose_ with _Moon River_ and it's pretty close. Maybe that's why Blair fought it so hard; it hits too close to home)

She has been to Paris countless times before, but never once has she tried to experience it like this.

For once, it feels like she is actually living.

* * *

Blair is in Paris for almost two months when she spots _him_. It's so easy when you had his face and figure memorized by the time you were eleven.

She's in some crowded bar she's never been to before. It smells of Scotch and Marlboros and she is trying her hardest not to think about Chuck and instead focus on the man asking for her number, when there _he_ appears – almost out of nowhere, like a shadow on a wall.

He doesn't notice her at first, and she wonders if she wants him to.

Blair looks at him and realizes that the past few years have been good to him. She hasn't seen him since he and Serena attempted their doomed relationship after high school. Blair thinks he is even more handsome now than he was then, if that's possible.

She saunters past him and realizes that apparently she does want him to notice her.

(Fourteen: Because the truth is, all Blair ever really wanted was to be noticed)

"My, my, my, little Blair Waldorf is all grown up." She can hear appraisal in his voice and she turns around, gives him a coy smile like this is the most natural thing to happen.

She isn't that much older than she was during their very brief affair during her senior year at Constance, but she takes it as a compliment either way.

"Carter."

His name is like a curse and a plea at the same time.

"Hello, beautiful."

Blair doesn't know when his voice started giving her chills.

He motions for her to sit and she does, while mentally trying to calculate how old he is now (twenty-five she assumes, but she's never really known when his birthday is). She doesn't really know what this means but she orders a martini anyways, like always.

(Some things never change, no matter what city she is placed in)

He smirks and she tries not to flinch. She hasn't spoken to Chuck since he chased her across the Atlantic and she bid farewell to him in her hotel room, but it doesn't stop her heart from aching every now and then.

He asks her what she's doing there, and she actually tells the truth.

"Escaping."

"From what?" She wonders if his eyes have gotten bluer over the years.

"Everything."

"I know the feeling," he whispers softly, downing his drink, and she thinks that maybe he is right. Maybe he does know what she's feeling. He's the one who ran away and denied everything he was raised to be, only to come back the prodigal son.

She swallows a sip of her drink and she lets him put his hand on her thigh because maybe, after all, she doesn't want to be alone anymore. It's familiar, but it feels different.

Fifteen: Because, really, what Blair was most afraid of was being completely, utterly alone.

* * *

Thank-you for reading. Comments are loved, as always.


	3. Chapter 3

Title: We're Made Out of Blood and Rust, Looking For Someone to Trust (3/4)

Disclaimer: I don't own the characters or the show. The title comes from Honey and the Moon by Joseph Arthur.

Summary: Carter Baizen isn't her boyfriend, but he certainly is something.

* * *

Blair wakes up the next morning with a headache: she drank too much gin and champagne, and the music in that bar was too loud. She should have taken an aspirin the night before, but she was too preoccupied.

She looks at the body still sleeping next to her. He's facing away from her, and all she can see is his back and his tousled brown hair. It reminds her of Chuck, and she can't help it. Carter is more muscular than she remembers, and it reminds her of Nate.

Blair wonders if she will ever stop comparing every boy in her life to those two.

Carter groans softly and shifts his weight so that he is lying on his back. He looks at her with sleep-filled eyes; she looks back with her eyebrows arched, expectantly.

"Good morning, beautiful."

She should be annoyed. She should be disgusted. She should throw him out of her bed and out of her hotel room and put him once again on her list of mistakes.

But she doesn't. Instead she lights a cigarette and he smirks.

* * *

Sixteen: Blair Waldorf doesn't have sex with people she barely knows.

She has a rule about these sorts of things; she is not some whore. So she lets Carter stay as long as he wishes as long as he doesn't annoy her too much.

They drink and smoke and talk and fuck and for once Blair doesn't really think about where the relationship is going because the answer is clearly _nowhere_.

Blair doesn't want Carter to be her boyfriend or her sleeping partner or anything else, really. She honestly couldn't care if he was there or not. But she enjoys his company and their conversations and the sex is good.

Blair figures that if she had to run into someone from her past, he is not the worst person she could find. He is smarmy but sexy and he is able to hold a real conversation. He looks good no matter what he is doing and he comes from a good family, so it's not like she's sleeping with a plebian. And he speaks nearly flawless French, so she lets him stay around.

(She's not desperate, just bored)

But he is infuriating: he curses too much and he leaves marks without care and he constantly smells of smoke and he almost always knows what she is thinking.

_What happened with Bass anyway?_

It's been months but she still can't talk about him; doesn't want to talk or think about him.

So she ignores Carter's question and kisses him instead.

_Do you want to fuck?_

Sometimes she doesn't mind as much that he knows exactly what she wants.

* * *

Seventeen: Blair may actually like Carter, but he doesn't need to know that.

This thing with Carter goes on for almost two weeks before Blair decides she should figure out what to do about it.

She hasn't left her hotel room in a few days. She hasn't visited her parents, or the Louvre, or even gone shopping; she hasn't gone to any cafés or clubs. She's stayed in her room for approximately forty-two hours with a certain blue-eyed Baizen.

This cannot be healthy for anyone.

_This is absurd_, she thinks. She doesn't even know where Carter was staying before he invaded her hotel suite. She doesn't know how he keeps managing to look clean and pressed when she hasn't seen him change. She thinks – _knows_ – this is probably a bad idea, but she really doesn't care anymore.

The sun is setting in Paris and Blair wonders what time it is in New York. She wonders what Serena is doing, what Nate is doing. She wonders if she even wants to know what Chuck is doing.

Carter is sitting by the window, smoking yet again, and she wonders if she should tell him to leave.

She wonders what he wants with her; wonders if he's just sleeping with her because she's easy. She wonders if he'll ever leave or get tired of her.

(She pretends that these feelings don't ignite something akin to fear inside of her)

Blair really needs to stop wondering and thinking so much – that is what Paris is supposed to about: changing and growing into the person she needs, wants, _has_ to be.

Feeling her eyes watching him, he turns his head towards her. She's surprised when she blushes suddenly and tries to compose herself back into the sexy, confident, nothing-can-touch-me woman she's been trying to be since she came to Paris.

Carter laughs and smirks. He is aggravating to no end. She scolds herself in her mind for liking it.

He puts out his cigarette and joins her in bed once more.

"You're so cute when you blush, Blair."

"Shut up, Baizen."

She pretends that her heart isn't racing and that his eyes don't look like they're seeing right through her.

In true Blair Waldorf fashion, she pretends that this means nothing because Carter Baizen is not part of the plan.

But she was supposed to forget the plan and the ideals; she was supposed to come to Paris to reinvent herself, yet she just keeps falling back into old habits.

Eighteen: Blair may have fallen in love, but it doesn't need to mean anything.

Love has never gotten her anywhere but broken, lonely, guilty, stranded, alone.

Blair came to Paris to forget about all the love she had shared and lost.

She doesn't want to deal with it anymore.

There was a time when all she ever wanted was to love and be loved, but that time has passed and she is not quite sure she is ready for it to come back.

* * *

Carter is a gentleman when he wants to be.

He takes her to dinner and accompanies her when she shops; he listens to her talk about Monet and Rousseau and the French royals when he follows her on her sightseeing expeditions.

He drinks _café noir_ and he smokes almost constantly, but he looks good in suits and has excellent hair, so she can take him to nice places without looking bad; and he has good taste in literature, so he's obviously intelligent.

He holds her hand when they stroll through the Latin Quarter, despite the fact that she didn't offer it. His hands feel too soft to belong to a male, but she figures that that's what a person gets from escaping manual labour his whole life.

She tells him at least a hundred times to not call her 'baby', but he does it anyways. He is exasperating, vexatious, maddening – yet she continually has to tell herself that sh_e does not like it_ and that _this means nothing_.

They visit the Eiffel Tower, but only because she was planning on going no matter what and he wouldn't leave her alone.

He kisses her when the lights go on and he tastes like alcohol and cigarettes and strawberries, and she can barely admit to herself that she kind of loves it.

Nineteen: Carter Baizen isn't her boyfriend, but he is something.

* * *

They're lying in bed one night, but Blair doesn't really know what day it is anymore. There is only a small lamp giving light to the room, and she thinks it would be romantic if it weren't him.

He's smoking, again, but she stopped minding a long time ago.

She's trying to read _Madame Bovary_ for the third time, but she continues to be distracted by Carter and the way he exhales after every puff of smoke. He's just sitting there, his legs resting against her own, his arm slung over her shoulders, his fingers playing with the strands of her hair – as if it the most normal thing he could do.

Blair wonders why this feels so natural to him.

(But then again, it feels sort of natural to her too)

She puts her book down, resignedly, and he takes notice. She pulls his cigarette from his lips and puts it to her own. She notices the slight smile that graces his chiseled features and he pulls her towards him.

When he kisses her neck, she realizes that this could possibly be the most functional relationship she's had. With Carter there are no games; there is no pressure from their families; there is no pretending to be in love; and there is certainly no trading of each other for real estate.

She doesn't really know what his past relationships have been like, but she knows that they include a string of flings and one-night stands, her best friend and a future Nascar mom in-the-making that he only used for money. Blair doesn't really know where she ties in there.

Their relationship – if you can call it that – is based purely on need: she needs someone to converse with and to drink with and to tour with and to sleep with, while he – well, maybe he's just bored or needs someplace to sleep. But this is not love or like or lust, or anything in between the three. This is just her finally taking what she wants.

Blair's not sure what all that says about her, or him, or _them_.

But she doesn't really care because he is angling her body against his in a perfect way and she does not want to think about anything at the moment; she just wants to feel, feel like she hadn't before she ran away across the Atlantic.

He kisses her shoulders and pushes her underneath him. The cigarette they shared has been discarded, but the taste hasn't left her mouth.

Blair is continually surprised every time they have sex. It's not like she's hasn't done this a lot – she dated _Chuck Bass_, for God's sake – but with Carter it is different.

Even the first time, all those years ago when she was trying to find who she was after losing everything, he was not what she expected.

He is rough and passionate and selfish at times; but he is soft and deliberate, too. He always gives her exactly what she wants and she is never displeased.

He is nice afterwards. He lets her curl against him or push him away, and he doesn't make comments about it or asks her to do anything else. He kisses her when she lets him, and doesn't mind if she pulls away.

He kisses elegantly, like a bad boy isn't supposed to, but Blair likes it anyway. He says her name in way she has never heard before – like a combination of a purr and a growl – and he looks at her like she is the most beautiful creature he has ever seen.

But he dated _Serena van der Woodsen_, so she highly doubts that that is how he truly feels.

* * *

She tells him one day that she is having dinner with her parents that night. He asks to come with her and she laughs in his face.

But he is _serious_.

And when she denies him, she watches as his blue eyes flicker with what resembles hurt and she thinks she may be falling for him.

She shakes off the notion and tells him he can come because _it's not like you have anything better to do_.

He looks at her too intensely for her liking, so she looks away and continues to brush her hair by the vanity.

"Besides, Eleanor adores you so that's a plus."

Blair pretends that his smile matches his eyes as she catches his reflection in the mirror.

* * *

The dinner goes well.

Carter is polite and well mannered. He makes pleasant conversation about politics and economics with Harold and Cyrus, and he gets compliments from Roman on his shoes. And despite everything, her mother still thinks he is _lovely_.

Lovely is not a word Blair would use to describe Carter Baizen.

But really, Eleanor wanted her to marry an Archibald. Blair presumes that her mother would sooner take a Baizen than a Bass.

(Blair pretends like it doesn't matter)

He puts his hand on her thigh when they sit down, but it never moves. He smiles at her every now and then, and she finds herself smiling, too.

Twenty: Blair doesn't quite know what to do with Carter Baizen.

* * *

Blair tells him three days before she is supposed to go home that she is leaving.

He looks at her like he is not affected, like it doesn't hurt that she is leaving him - but she can tell through it by the way his eyes flicker with something unknown.

But he knew she had to leave eventually, right?

"Don't pretend like you didn't know this was going to happen, Baizen. I have to go back eventually. I have school, friends, a life…" She tells him this because it is the truth.

"Of course." His eyes don't match his mouth, and she realizes that they both lie the same way.

"In three days you can go back to your philandering, wanderlust ways." She tries not to choke on the words that are about to die in her throat.

He looks at her, and she swears that she could die in his eyes and not care, but then he looks away.

"But until then…" she whispers it coyly, as she kisses his neck and tries to make the hurt that isn't supposed to be there stop.

Blair doesn't understand. This wasn't supposed to mean anything. She never meant to meet anyone, let alone someone she already knew.

Paris was supposed to be about freedom, not love.

* * *

Hope you enjoyed. Only one more part to go. Comment and review, if you like - they make me happy.


	4. Chapter 4

We're Made Out of Blood and Rust, Looking For Someone to Trust (4/4)

Disclaimer: I don't own the characters or the show. The title comes from Honey and the Moon by Joseph Arthur.

Summary: Blair has fought it - _hard_ - but she thinks she's fallen in love with her best friend's ex-boyfriend.

(A/N: The last part! Thank you for all your lovely feedback. I've really enjoyed this story and I hope you did to.)

* * *

Twenty-one: Blair has never been the type of girl that boys fall in love with first.

She falls in love first, and then she makes them love her.

She loved Nate and she spent almost a lifetime trying to get him to love her back. When he did, it didn't really matter. He only really wanted her when she wasn't available.

She told Chuck she loved him, and she had to wait forever for him to say it back. In the end, love wasn't enough for them anyways.

But Carter is different. Blair never intended to run into him or sleep with him or for him to have feelings for her and she certainly didn't intend for him fall in love with her.

But he did. And if she is really honest with herself, she maybe loves him too.

* * *

Carter tells her he loves her the night before she is supposed to leave.

Her bags are packed, her flight is booked, her parents are seeing her off, and Serena's picking her up at JFK.

She called her best friend the night before and told her everything: that Paris was great and that it was exactly what she needed; that she thinks maybe she's figuring out who she really is and that she understands why Serena felt the need to run away to find herself.

Blair fights it – _hard_ – but she tells her that she thinks she's fallen in love with her ex-boyfriend.

_Nate? _Serena questions her and Blair can tell that her best friends' brow is furrowing on the other side of the phone and the Atlantic.

_No! _Blair laughs because it is ridiculous and because Nate is still technically her ex, too.

_Dan?_

_God, no. Why – Ew, Serena, just ew. Be serious! _

_Please don't tell me you're talking about Aaron?_

_SERENA! Oh my God, never. Incest is your forte, remember?_

_Blair!_

_S, I'm serious. _

_B, I don't know who – Oh. _

_Yes… him. _

…_Really?_

_Believe me, no one is more surprised than I. _

But maybe she isn't so surprised. Carter is the perfect combination of everything she's ever wanted, really.

Yet when Carter tells her he loves her she doesn't know what to do.

She is lying next to him in bed, amidst the rumpled sheets, their legs intertwined, and Blair won't admit it to anyone – or even to herself – that she doesn't really want it to end.

She's supposed to leave tomorrow; her plane is set to leave at one o'clock. It's eleven and a half hours away, but she still thinks it's too soon.

He leans over her and she closes her eyes, suppresses a sigh. He angles himself over her body, runs his hand along her side until it cups her face.

_Do not open your eyes. Do not, Blair Waldorf, open your eyes. _

He whispers her name and her resolve his broken.

_Blair. _She doesn't think anyone has ever said her name the way he does, and she doesn't want anyone else to. The chills never subside, but she doesn't think she wants them to.

She opens her eyes and he's looking straight into hers. She thinks that this shade of blue is most definitely her favourite colour.

She wants to look away, but she can't. His eyes mesmerize her once more, like a pendulum swinging past her; like a spell she cannot break.

"_I love you." _

He whispers it like a promise, a plea, a damnation, and an explanation.

"Carter…" she purrs his name in an effort to distract him. She looks away, tugs at his hair and kisses him. Blair does not want to think about what he just confessed or what it means or the repercussions of those _three words, eight letters_. She wants to feel again, so she wraps her arms around his neck and pulls his body closer to hers.

She kisses him and he kisses back, so she figures she can pretend that he did not just say _that_ to her for at least a little while longer.

But then he pulls away.

He looms over her, his eyes like ice but blazing like fire – she has never seen this look before, but she does not want to see it again.

"What do you want from me, Blair?" He growls it like he is angry, like he is defeated.

(Twenty-two: Blair doesn't really know what she wants most of the time)

"I don't want anything from you. Or anyone, for that matter." She tells him fiercely, because she doesn't want anything anymore; she just wants to feel without having it mean anything.

For a moment Blair regrets ever running into Carter. She regrets letting him see her and letting him fuck her and letting him stay and letting him love her.

"Liar," He says it menacingly, like a challenge, as he pulls away and off of her. Now she regrets ever thinking she didn't wish she had run into him because she really just wants him to stay with her now.

"You just don't know what you want."

She hates it so much that he knows the truth she is too afraid to admit.

"Carter – " she quickly pulls off the sheets and hurries to where he is hastily dressing.

"But I want you. I've wanted you since the moment I ran into you. And I had you, and I wanted you again and again and again; and now there is nothing else I want but you."

"Stop – " she pleas with him to stop and listen to her, but he won't.

"No. I won't because I love you, Blair Waldorf. _I love you_… And I know you love me too."

"I… I – " She looks for something to say, but all words have left her vocabulary. Here mind is too jumbled and everything is happening too fast. How is she supposed to think when he is looking at her like that?

_This cannot be happening. This is not happening._

He grasps her hands in his and he begins to tell her everything she has ever wanted to hear from a boy, but she can't hear this.

She can't listen to this and she can't fall for him and she can't love him. This isn't part of the plan. No matter how right it feels, this is wrong, wrong, _wrong_.

But he won't stop talking and her resolve is cracking once again and all she really wants to do is listen.

"I have never felt like this with anyone. And you can pretend, like you always do, that this means noting, but you and I both know that _this is not nothing_."

"You're wrong. This was nothing," She can't take it anymore. She can't take his voice and his stare and his feelings – she just can't. So she pushes him away with as much force as she can muster, but it only makes him hold her tighter against him.

"Stop lying, Blair, and stop pretending. Just admit that this means something to you."

She doesn't speak, just gives him the withering glare that used to send her minions into a fit of fear. But it proves useless because he is having no part of it and he sends her his own look that she thinks could be almost as frightening.

"Fine. Keep pretending. It doesn't matter because I want to be with you. If not here, then in New York, or wherever you want me to be. I want you, Blair. All of you, no matter what."

She can't stop staring at him, wishing her head would shut up and let her listen to her heart.

"But until you grow up and admit your feelings, there's nothing I can do."

He's fully dressed now, his jacket swung over his arm; and she is just standing there in her pink nightgown with her disheveled curls, trying to think of something – _anything_ – to say to the man who loves her.

She never thought she would be in this position. She always had the answer.

_I love you. Always have, always will._

_I love you. I will stand by you through anything. _

He looks at her with that intensity that never seems to fade, but she can't seem to look him in the eye anymore. So she looks down at the floor and he releases his grip on her. She hears his harsh sigh and knows he is running his hand through his hair without even looking up.

There are only a few brief moments of utter torture before he breathes the two words she really doesn't want him to say.

"Goodbye, Blair."

He moves past her, his arm barely brushing against her. She hears the door open and shut, but she doesn't look in the vicinity of where he just departed.

She doesn't know what to do; doesn't really know what just transpired; doesn't believe that she denied the man who loves her.

Blair wants to do what she does best: she wants to pretend like nothing is wrong and _deny, deny, deny._

But she also wants to be happy and run after him and tell him that she loves him too and that she wants him to come home with her and –

But she doesn't. She is still a queen, so she uses her head and not her heart and faces the consequences and ignores the fact that she can barely breathe.

(And no, she does not stay up all night looking at her phone hoping he will call)

* * *

Her mother and father see her off at the airport. They are sad to see her go, and Blair realizes that she is too.

She doesn't want to leave the anonymous life she has created here and the memories she's made and the things that have made her happy and she really, _really_, does not want to leave a boy whose blue eyes are too intense and who loves her too much.

But she has to. She has school, and Serena, and a life, and Dorota, and friends, and Nate, and a city to conquer. And maybe she'll have Chuck if she really wants.

Blair bids goodbye and hugs her family tightly, wishing this wasn't the end to an almost perfect summer. She walks away from the people that love her and the city that has helped make her whole again.

She tells herself she can do this because she is strong; she will not be weak. Not to her parents or her friends or any boy ever again.

She is Blair Waldorf and nothing will touch her.

She is leaving Paris, but she is gaining all the strength and confidence she has ever really wanted. She is ready to rule her school and her city forevermore; she is ready to face those who broke her heart; and she is ready to face the consequences of her decisions.

But Blair is not ready to see the person who had haunted her dreams the night before to be standing in front of the gate of her flight. She does not expect him to be standing there, luggage in hand, smirking softly, as if this is something normal people do.

"What are you doing here?" She means for it to be hard, but it comes out too soft.

"_Bonjour, belle."_

Blair is not impressed, though. She's angry with him, even though she knows she doesn't have a right to be because she's the one who broke his heart the night before.

"What do you think, Waldorf?" He is smarmy and sexy and horrible and incredible and she can barely remember her own name.

"Carter…"

"Look, I know we went over this last night, but I love you," Her eyes meet his, and she can't decide if she wants him to stop saying it or to say it forever. "And I want to be with you. But if you don't feel the same way, then fine. But I'm going to New York whether you like it or not. And sooner or later, you're not going to be able to deny this thing between us anymore."

He grasps her hands in his, and Blair takes comfort in the small fact that his hands are still so soft.

"But I'm not going to give up until you're mine." He says it with an intensity in his voice that matches his eyes.

She opens her mouth but before she can speak he is pulling her against him, their lips crashing together in a kiss that does not feel like goodbye.

Her pulls away and smirks. She would find it annoying if she weren't so breathless. He walks away and she can't believe that she is just standing there like an idiot once again. First class is boarding the plane already – she's supposed to be one of them – but she can't breathe and she can't think and she can't move.

She watches his retreating form as he prepares to board their flight. Blair figures now would be the time to say something before they get on a seven-hour flight together, but she doesn't quite know what to say anymore.

Twenty-three: Carter Baizen has mesmerized her, bewitched her, amazed her; made her helpless, breathless, speechless, motionless –

"Baizen."

– but she has loved every moment of it.

Blair watches as he turns back toward her, his smirk still in place, and she thinks she may have figured out what to say.

She's not nervous when she walks towards him because she knows what the answer will be and what it will not be.

_I love you._

_(Not: That's too bad) _

He looks at her and she looks at him. Blair can't take the way he is looking at her so she pulls him to her by his lapels and kisses him stronger than she thinks she ever has.

When she pulls away, he is smirking again, but this time she can't help but laugh and roll her eyes.

"_Enfermer._ Tu sais je t'aime."

And this time he smiles and she does, too.

"Tu m'as manqué, _mon cher_." When he kisses her, she doesn't think she's ever felt this way before – not with Nate or even Chuck.

"You're an idiot, you realize." There is no menace in her voice, and she likes that they can banter without hurting each other like before.

"You're so sweet, Blair." He grabs her hand and leads her onto the boarding plane, the ever-present smile still on his face. She wonders why she was so afraid of this.

She knows that when they reach Manhattan it will be chaotic. They will have to deal with Serena and Chuck and everyone else, and Blair is not quite sure if she is ready for that. But Carter holds her hand and looks at her with that intensity, and she thinks nothing can ruin the happiness she is finally feeling.

Twenty-four: Maybe happiness is achievable for Blair Waldorf.

* * *

When Carter falls asleep on the flight, his eyes fluttered shut in a peacefulness she hasn't seen in a while, Blair entwines his hand in hers and watches him.

He is not the person she expected to love. Carter Baizen is not the golden boy of her childhood dreams. He is not even the reformed bad boy she tried to change and save in her adult life.

Twenty-five: Carter Baizen was, is, and will always be his own person; and when she's with him she is her own person.

And that's what she loves about him.

So she kisses his cheek and whispers _je t'aime_ in his ear because she finally feels alive.

_Non, je ne regrette rien._

_

* * *

_

Thank-you for reading and for all the lovely feedback.

I'm thinking about writing another story that revolves around what happens once Blair and Carter return to NYC. Would any of you be interested? Please let me know. Thank-you.


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